Corporate Transparency Act (2024) Overview
1. Definition
The Corporate Transparency Act (CTA) is a new federal law that took effect on January 1, 2024. It requires most small businesses in the U.S.—including those in Florida—to report information about their beneficial owners (the individuals who ultimately own or control the company) to the Financial Crimes Enforcement Network (FinCEN), a bureau of the U.S. Department of Treasury.
The purpose of the CTA is to fight money laundering, terrorism financing, and fraud by making ownership more transparent.
2. Florida Legal Context
Florida businesses formed or registered with the Florida Division of Corporations (Sunbiz) must now comply with CTA reporting unless specifically exempt.
Key rules:
- Who Must Report: Corporations, LLCs, and similar entities, unless they qualify for an exemption (e.g., publicly traded companies, large companies with 20+ full-time employees and $5M+ in revenue).
- What Must Be Reported: Names, addresses, birth dates, and ID numbers (passport, driver’s license) of all beneficial owners (those owning or controlling 25%+ or exercising substantial control).
- When to Report:
- As of 8/16/2025, reporting is optional however this may change at anytime. Always check the FinCEN website for updates on reporting.
3. Real-World Application
Examples of how the CTA applies in Florida:
- A Tampa LLC with two owners may file a report listing both beneficial owners with their ID details.
- A Miami small business adds a new partner with 30% ownership—an updated report may be filed within 30 days.
4. Why It Matters for Business Owners
The CTA creates new compliance obligations for Florida businesses that never existed before.
Why it matters:
- Mandatory reporting: Noncompliance risks severe fines and potential criminal liability.
- Increased transparency: Beneficial ownership details are not public but will be accessible to regulators and law enforcement.
- Ongoing duty: It’s not a one-time filing—businesses must update reports when ownership changes.
Common mistakes Florida owners may make:
- Thinking Sunbiz filings satisfy CTA requirements (they don’t).
- Forgetting to update reports after ownership changes.
- Assuming single-member LLCs are exempt (they’re not).
- Waiting until the last minute—risking missed deadlines.
5. Real-World Florida Examples
- A Sarasota consulting LLC with one owner filed its CTA report early in 2024 to avoid penalties.
- A Jacksonville business faced compliance concerns after selling 40% to a new investor but failing to file the required update within 30 days.
- A Fort Lauderdale startup relied on its CPA for tax compliance but needed legal guidance to ensure CTA filing accuracy.
6. How Our Law Firm Can Help
At Black Rock Trial Lawyers, we assist Florida businesses in navigating the Corporate Transparency Act. Our services include:
- Determining whether your business qualifies for an exemption
- Preparing and filing beneficial ownership reports with FinCEN
- Tracking deadlines and ensuring timely updates for ownership or management changes
- Advising on compliance to avoid civil fines and criminal exposure
- Coordinating CTA reporting with Sunbiz filings for consistency
We make sure your Florida business complies fully—without exposing owners to unnecessary risk.
7. FAQs (Frequently Asked Questions)
Q: Who has to file under the CTA?
A: Most Florida LLCs, corporations, and small businesses unless they meet an exemption
Q: Is the information public?
A: Currently, No. Reports go to FinCEN and are only accessible by regulators, law enforcement, and financial institutions in limited circumstances.
Q: Do single-member LLCs need to file?
A: Yes. Even one-owner businesses must report.
Q: What happens if I don’t comply?
A: Currently filing is optional so no penalties but check FinCEN for updates.
Q: Why hire a lawyer for CTA compliance?
A: A lawyer ensures your filings are accurate, tracks changes, and helps you avoid costly mistakes or penalties.